On 28 June 2010, Bank Windhoek Limited (the Issuer), established a NAD1,000,000,000 Note Programme (the Programme) pursuant to a programme memorandum dated 28 June 2010 (the Previous Programme Memorandum) for the issuance of notes. This Programme Memorandum (as defined herein) will apply to all Notes (as defined herein) issued under the Programme on or after 12 November 2013 (the Programme Date) and will in respect of such Notes, supersede and replace the Previous Programme Memorandum in its entirety. This Programme Memorandum will not apply to any Notes issued under the Programme before the Programme Date and the Previous Programme Memorandum will continue to apply to those Notes issued thereunder.

Under this Programme, the Issuer may from time to time issue notes (the Notes), which expression shall include Senior Notes and Subordinated Notes (each as defined herein) denominated in any currency agreed by the Issuer and the relevant Dealer(s) (as defined herein) and further subject to all Applicable Laws (as defined herein) and, in the case of Notes listed on the Interest Rate Market of the JSE (as defined herein), the debt listings requirements of the JSE, in respect of Notes listed on the NSX (as defined herein), the listing requirements of the NSX or in respect of Notes listed on any other Financial Exchange(s), the rules and regulations of such other Financial Exchange(s) (as defined herein) as may be determined by the Issuer and the relevant authority, that are subject to the terms and conditions (the Terms and Conditions) contained in this Programme Memorandum. Any other terms and conditions not contained in the Terms and Conditions that are applicable to any Notes, replacing or modifying the Terms and Conditions, will be set forth in a pricing supplement (the Applicable Pricing Supplement).

Capitalised terms used in this Programme Memorandum are defined in the section of this Programme Memorandum headed “Terms and Conditions of the Notes”, unless separately defined, and/or in relation to a Tranche of Notes, in the Applicable Pricing Supplement.

As at the Programme Date, the Programme Amount is ZAR5,000,000,000 / NAD5,000,000,000, respectively. This Programme Memorandum will apply to the Notes issued under the Programme in an aggregate outstanding Nominal Amount which will not exceed ZAR5,000,000,000 / NAD5,000,000,000 in respect of both SA Notes and NAM Notes, unless such amount is increased by the Issuer as described more fully in the section of this Programme Memorandum headed “General Description of the Programme”.

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